United States securities and exchange commission logo





                              January 6, 2022

       Richard Medway
       Chief Compliance Officer
       S-Evergreen Holding LLC
       11400 S.E. 6th Street, Suite 125
       Bellevue, WA 98004

                                                        Re: S-Evergreen Holding
LLC
                                                            Registration
Statement on Form S-1
                                                            Filed December 22,
2021
                                                            File No. 333-261850

       Dear Mr. Medway:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 Filed December 22, 2021

       Recent Developments, page 17

   1.                                                   Please revise your
registration statement to provide context for the preliminary operating
                                                        income and net income,
including qualitative and quantitative disclosure, by providing
                                                        estimates for other
financial statement line items during the same period, such as
                                                        operating expenses and
material other expenses, that would balance your disclosure. As a
                                                        related matter, please
expand your narrative disclosure to provide additional context for
                                                        the preliminary
financial information and metrics. Your discussion should address
                                                        whether or not trends
evidenced in the preliminary financial results are consistent with the
                                                        trends discussed in
Management's Discussion and Analysis of Financial Condition and
                                                        Results of Operations.
 Richard Medway
FirstName  LastNameRichard
S-Evergreen  Holding LLC Medway
Comapany
January    NameS-Evergreen Holding LLC
        6, 2022
January
Page 2 6, 2022 Page 2
FirstName LastName
Preliminary Estimated Unaudited Financial Results ..., page 17

2.       Please present with equal or greater prominence the comparable GAAP
margin to
         "Adjusted EBITDA margin."
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Ta Tanisha Meadows at 202-551-3322 or Doug Jones at
202-551-3309
if you have questions regarding comments on the financial statements and
related matters. Please
contact Stacey Peikin at 202-551-6223 or Jennifer L  pez Molina at 202-551-
3792 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services